SecProbe.io

Mail Stop 3561

November 5 , 2015

Patrick M. Byrne
Chief Executive Officer
Overstock.com, Inc.
6350 South 3000 East
Salt Lake City, Utah 84121

Re: Overstock.com, Inc.
Amendment No. 3 to Re gistration Statement on Form S -3
Filed October 9, 2015
  File No. 3 33-203607

Dear Mr. Byrne :

We have reviewed your amended registration statement and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our August 28 , 2015  letter .

General

1. We note your response to comment 1 and your revised disclosure on page 36 that “there
will be robust and transparent trading data…available to the general public.” Please
further explain  how and where the general public will be able to access the information in
the distributed ledger.

2. We note your response to comment 3 that the “the sale of TIGRCub bonds was recorded
to the distributed ledger directly by [you].”  Please identify  the nature and role of
participants who have the ability to record transactions directly to the distributed ledger
and, if anyone can do so, what risk this poses to you .  In this regard, you previously
included disclosure stat ing that “[p]articipants in a distributed ledger include persons who
have access to the ledger on a read -only basis, persons who can initiate changes to the

Patrick M. Byrne
Overstock.com, Inc.
November 5 , 2015
Page 2

 ledger by participating in a transaction to be recorded on the ledger , and persons who
validate the tra nsactions on the ledger.”  Clarify the various kinds of “persons ” you are
referring to in this description , particularly in light of your response to comment 5 where
you indicate that “[w]ith respect to the Company’s digital securities, the Bitcoin
blockch ain is solely  used to mathematically prove the validity of copies of the definitive
proprietary ledger that is controlled by the Pro Securities ATS ” (emphasis added).
Considering your use of the Bitcoin  blockchain appear s to differ for purposes of the
digital securities that you issued in an unregistered transaction, please confirm our
understanding, if true, that you intend to use the Bitcoin blockchain in different manners
depending upon whether the sales of your securities will be registered or unregistered.

3. We note your response to comment 4 that the PATs will be issued by a “ special purpose
entity , sold via auction through Pro Securities ATS .”  Please clarify your role in the
auction process, if any, including if the special pur pose entity is  owned or  controlled by
you. Also, please note that we are still considering your response to comment 4 and we
may have further comments regarding this issue.

Risk Factors

The ProSecurities ATS is not a stock exchange and has no listing re quirements for issuers or for
the securities traded , page 7

4. Here or elsewhere in your prospectus, please clarify whether you intend to register any
class of digital securities that you may issue in the future under Section 12 of the
Securities Exchange Ac t of 1934, if known at this time.

Information Incorporated by Reference, page 40

5. Please include the Current Report on Form 8 -K filed November 3, 2015 in the list of
documents incorporated into the registration statement by reference. See Item 12(a)( 2) of
Form S -3.

You may contact Jennifer López, Staff Attorney, at (202) 551 -3792 or me at (202) 551 -
3720 with any other questions.

Sincerely,

 /s/ Mara L. Ra nsom

Mara L. Ransom
Assistant Director
Office of Consumer Products